Consequences of Withdrawal Notice Delivery Sample Clauses

Consequences of Withdrawal Notice Delivery. 6.3.1 In the event that either of (but not both of) the Parties has delivered a Withdrawal Notice (“Quitting Party”) to the other Party (“Non-Quitting Party”), such Quitting Party shall have its Ownership Interest reduced by one percentage point (1%) for every $300,000 which the Quitting Party failed to pay to the Project Company as a contribution for production and development of the Project pursuant to the Development Documentation (the “Quitting Dilution”). For avoidance of doubt, if a Quitting Party failed to make a contribution of $450,000, upon such payment by the Non-Quitting Party in accordance with the terms herein, the Quitting Party shall have its Ownership Interest decreased by one and a half percentage points (1.5%) (e.g., from 20% down to 18.5%) (the “Quitting Diluted Interest”), and the Non-Quitting Party shall have its Ownership Interest correspondingly increased by one and a half percentage points (1.5%) (e.g., from 80% to 81.5%); provided, however, that the Quitting Party’s Ownership Interest shall not be reduced below the lesser of (a) 10% or (b) the Quitting Party’s Ownership Percentage as reduced (if at all) pursuant to the terms of Articles 8 and 9 at the time of the Withdrawal Notice (the “Minimum Ownership Percentage”). Should the Quitting Party’s Ownership Interest reach said Minimum Ownership Percentage, then the Non-Quitting Party shall continue to use commercially reasonable efforts to obtain funding for the Project. The Parties acknowledge that the Quitting Party will continue to have an obligation to finance the production and development of the Project based on the Minimum Ownership Percentage, however, the only recourse for such obligation shall be from the actual proceeds derived from the sale or production of the Project. As a result, the Quitting Party shall not be entitled to any proceeds from the production or sale of the Project based on its Minimum Ownership Percentage until the Non-Quitting Party has been reimbursed for all funds, plus interest at 6% for the date incurred, the Quitting Party should have paid to fund the Project as a result of its Minimum Ownership Percentage.
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Related to Consequences of Withdrawal Notice Delivery

  • Withdrawal of Fundamental Change Repurchase Notice A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

  • Withdrawal of Fundamental Change Purchase Notice A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice, as applicable, at any time prior to the Fundamental Change Expiration Time, as applicable, specifying:

  • Acceptance or Rejection of Subscription a. I understand and agree that the Company reserves the right to reject this subscription for the Securities, in whole or in part, for any reason and at any time prior to the Closing (defined below) of my subscription.

  • Consequences of a Servicer Termination Event If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

  • Delivery upon Request or Termination Upon request by the Employer, and in any event upon termination of employment with the Employer, the Employee will promptly deliver to the Employer all property belonging to the Employer, including without limitation, all Company Information then in the Employee's possession or control.

  • Notice of Fundamental Change The Company, or at its request (which must be received by the Paying Agent at least three Business Days (or such lesser period as agreed to by the Paying Agent) prior to the date the Paying Agent is requested to give such notice as described below) the Paying Agent, in the name of and at the expense of the Company, shall mail to all Holders and the Trustee a Company Notice of the occurrence of a Fundamental Change and of the purchase right arising as a result thereof, including the information required by Section 11.03(a) hereof, on or before the 20th calendar day after the occurrence of such Fundamental Change. The Company shall promptly furnish to the Paying Agent a copy of such Company Notice.

  • Termination Notice Except in the event of Executive's death, a termination under this Agreement shall be effected by means of a Termination Notice.

  • Notice of Dissolution In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of an election or objection by one or more Partners pursuant to Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners.

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • Contents of Fundamental Change Repurchase Notices Each Fundamental Change Repurchase Notice with respect to a Note must state:

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